will expire prior to such March 15), then all Payments (as defined in Section 6.8)that would otherwise have been paid prior to the date on which the release isexecuted and delivered shall be paid to Executive in a lump sum, without interest,as soon as practical after such release is delivered (or such revocation periodexpires), but not later than such March 15. If Executive fails to execute anddeliver such release prior to the date set forth in the preceding sentence, then theCompany shall have no obligation to pay to Executive any Payments that wouldotherwise have been payable prior to such March 15.4. The following is hereby added as Section 6.8 of the Employment Agreement:**Involuntary Termination Rule.**Any term or provision of this Section 6 or elsewherein the Agreement to the contrary notwithstanding, the following provisions shallapply to any payments to be made to Executive pursuant to Section 6.1 on terminationby reason of Permanent Disability, Section 6.3, or Section 6.5(a) (collectively, the“Payments”):(a) Each Payment to be made on a separate date shall be treated as a separatePayment for purposes of §409A of the Code.(b) The aggregate amount of all Payments, if any, payable after March 15 of the yearfollowing the year that includes the date of such involuntary termination(“Termination Date”) but before the date that is six months after theTermination Date (increased by any other amounts of taxable compensation paid to theExecutive during such period that would not have been paid but for such termination)shall not exceed two times the lesser of (i) Executive’s Base Compensation on thelast day of the year immediately prior to the year that includes the TerminationDate or (ii) the limit in effect under §401(a)(17) of the Code during the year thatincludes the Termination Date, as determined by the Company.(c) To the extent the Payments payable during the period described in Section 6.8(b)would otherwise exceed the limit of Section 6.8(b), such Payments shall be reducedto the extent necessary to satisfy the requirement of Section 6.8(b) as determinedby the Company, and the amount by which the Payments are reduced will be paid toExecutive in a lump sum, without interest, on the first business day that is sixmonths after the Termination Date as determined by the Company. However, ifExecutive dies during such period, the limits of Section 6.8(b) shall not apply toPayments to the Executive’s beneficiaries or estate.(d) If Executive’s termination of employment does not constitute a “separation fromservice” as defined in §409A of the Code, as determined by the Company, then allPayments that would otherwise be payable after March 15 of the year following theyear that includes the Termination Date, and that exceed the limit described inSection 6.8(b), shall be deferred until six months after Executive has incurred aseparation from service, as so defined, and all Payments that are so deferred shallbe paid in a lump sum, without interest, on the first business day that is at leastsix months after Executive has incurred a separation from service.5. Except as otherwise expressly provided in this Amendment, all terms and provisions of theEmployment Agreement remain in full force and effect and are hereby ratified and confirmed by theparties.
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     **IN WITNESS WHEREOF**, the parties have entered into this Amendment effective as of the datefirst above written.       **CONTINENTAL CASUALTY COMPANY** **JAMES R. LEWIS**         By: /s/ Thomas Pontarelli  /s/ James R. Lewis   Printed Name: Thomas Pontarelli     Title: Executive Vice President &